FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report Of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the Securities
Exchange Act of 1934
For the period ending June 30, 2009
Commission File Number: 0-28542
ICTS International N.V.
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(Translation of registrant's name into English)
Biesbosch 225, 1181 JC Amstelveen, The Netherlands
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F ...X.. Form 40-F .....
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):______ ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ..... No ...X..
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________
ICTS INTERNATIONAL N.V
CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, December 31,
2009 2008
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(US $ in thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3,702 $ 3,750
Accounts receivable, net 11,724 11,448
Prepaid expenses and other current assets 1,602 1,373
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Total current assets $ 17,028 $ 16,571
Property and equipment, net 1,976 1,728
Goodwill 314 314
Restricted cash 3,500 3,500
Other receivable - Unites States government 3,000 3,000
Other assets 233 283
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Total assets $ 26,051 $ 25,396
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LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Notes payable - bank $ 6,027 $ 4,861
Accounts payable 3,952 4,087
Accrued expenses and other current liabilities 21,479 21,023
Current liabilities from discontinued operations 3,155 1,898
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Total current liabilities $ 34,613 $ 31,869
Convertible notes payable to related party,
including accrued interest 8,239 6,072
Other liabilities 3,110 3,144
Non current liabilities from discontinued operations 650 7,276
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$ 11,999 $ 16,492
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Total liabilities $ 46,612 $ 48,361
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SHAREHOLDERS' DEFICIENCY
Common stock, (Euro) 0.45 par value; 17,000,000
shares authorized and 6,672,980 shares $ 3,605 $ 3,605
issued; 6,578,100 and 6,528,100 shares
outstanding as of June 30, 2009 and
December 31,2008, respectively
Additional paid-in capital 20,405 20,655
Accumulated deficit (36,429) (38,827)
Accumulated other comprehensive loss (7,553) (7,499)
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$(19,972) $(22,066)
Treasury stock, at cost; 94,880 shares (589) (899)
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Total shareholders' deficiency $(20,561) $(22,965)
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Total liabilities and shareholders' equity $ 26,051 $ 25,396
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ICTS INTERNATIONAL N.V
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(US $ in thousands, except share and per share data)
(Unaudited)
Six months ended Six months ended
June 30, 2009 June 30, 2008
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Revenue $ 45,973 $ 49,768
Cost of revenue 41,111 42,876
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GROSS PROFIT 4,862 6,892
Selling, general and administrative expenses 6,797 7,851
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OPERATING LOSS (1,935) (959)
Interest and other financial expenses, net (424) (512)
Exchange rate expenses (42) (340)
Other income, net - 488
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LOSS BEFORE INCOME TAXES (2,401) (1,323)
Income taxes (12) (141)
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LOSS FROM CONTINUING OPERATIONS (2,413) (1,464)
Income from discontinued operations 4,811 2,666
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NET INCOME $ 2,398 $ 1,202
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NET INCOME(LOSS) PER SHARE, BASIC AND DILUTED
Continuing operations $ (0.37) $ (0.22)
Discontinued operations $ 0.74 $ 0.40
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Net earnings per share $ 0.37 $ 0.18
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Weighted average number of shares outstanding 6,536,433 6,528,100
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COMPREHENSIVE INCOME
Net income $ 2,398 $ 1,202
Translation adjustment (54) 221
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Comprehensive income $ 2,344 $ 1,423
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Overview
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ICTS International, N.V., including its subsidiaries (referred here as the
"Company") is a provider of aviation security and other aviation related
services through service contracts with airline companies, airport authorities
and governments.
The following summary of information represents only the results of the Company
from continuing operations unless mentioned otherwise and relates to period of
six months ending at June 30, 2009 and to the comparable period ending at June
30, 2008 ("the comparable period"). All amounts are in thousands (U.S Dollars).
More detailed information about the 2008 figures can be found in the Company's
financial statements for the whole year 2008 which is attached to the Company's
20F form.
Revenue - The aviation industry was negatively affected during the economic
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slowdown, which affected also the Company's results. Revenues for the period
ended June 30, 2009 were $46.0 million compared to $49.8 million in the first
six months of 2008. Revenues from U.S operations decreased by $2.3 million
compared to the first six months of 2008. Revenues from the European activities
decreased by $1.2 million compared to the comparable period.
Cost of Revenue - Cost of revenue for the period ended June 30, 2009 was $41.1
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million (89.4% as percentage of revenue) compared to $42.9 million (86.2% as
percentage of revenue) for the first six months of 2008. During the first half
year of 2009, the Company started to operate in Japan and extended its
activities in the UK. Those new activities increased the cost of revenue for the
first six months in 2009.
Selling, General and Administrative Expenses ("SG&A") - SG&A expenses were $6.8
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million for the period ended June 30, 2009 (14.8% as percentage of revenue)
compared to $7.9 million (15.8% as percentage of revenue) for the comparable
period.
Interest and Other Financial Expenses, Net - Interest and other financial
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expenses, net, include mostly interest and bank charges to banks relating the
Company's credit lines. Interest and other financial expenses, net, were $268
for the first six months of 2009 compared to $438 for the comparable period
ending June 30, 2008. Interest expenses to related party totaled $180 in the
first six months of both 2009 and 2008. Interest income in the first six months
of 2009 totaled $24 compared to $136 at the comparable period.
Other Income - Income of $474 in the first six months of 2008 related to
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agreement which released the Company from guarantees provided by the Company and
which were fully accrued for in the past.
Loss from Continued Operations - As a result of the foregoing, ICTS's loss from
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continued operations amounted $2.4 million for the first six months of 2009,
compared to $1.5 million loss for the first six months of 2008.
Income from Discontinued Operations - as of December 31, 2008 the Company had an
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accrual for future rent of the discontinued operations of Explore amounting $7.3
million. During 2009, the Company has reached into an agreement with the
landlord of the Explore sites on which ICTS have to pay out the landlord $2.6
million until December 31, 2010. The company updated the liability accordingly,
which resulted in profit of $4.7 million only from this transaction.
Net Profit - As a result of the foregoing, ICTS's net profit amounted $2.4
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million for the first six months of 2009, compared to $1.2 million profit for
the first six months of 2008.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ICTS INTERNATIONAL N.V.
By: /s/ Avraham Dan
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Avraham Dan, Managing Director
Dated: December 21, 2009